The Night Gwen Stacy Lived
by Quiet Artifact
Summary: In the aftermath of Electro's death and the fall of Harry Osborn, Peter and Gwen stay in New York to defend the city against the machinations of all those who would see it, and Spider-Man, burn to the ground. Plenty of action and detail to satisfy all my fellow nerds, and also a good amount of romance between Peter and Gwen. Rated T for violence
1. Chapter 1

**Hey guys, just a little introduction to the story here. I wrote this because I've always loved Gwen Stacy about 1000x more than MJ, just something about her is perfect, and I cried a little when I read the comic which includes her death. And of course, the new Spider-Man movie can't help but follow along, which includes *SPOILERS* the death of one of the best romances ever. So to keep myself from being too depressed, I decided to write my own ending to the story, which leads into an entire new adventure for Peter and Gwen. This involves spoilers from The Amazing Spider-Man and The Amazing Spider-Man 2, so read with caution and I hope you all enjoy!**

* * *

_Time stopped._

As Peter looked on. Helpless from such a distance, he saw the love of his life, Gwen Stacy, falling out of the grasp of Harry Osborn, or the monster he had become.

"NOOOOOOOOO!" with a shout that could be heard from miles away, Peter lunged himself off of the side of the bridge, towards Gwen, towards the water, and towards death. _"Okay,"_ he thought,_ "I have one shot at this. I can't shoot a web underneath her, the impact would kill her. I can't even grab her and pull her up, it would snap her back. My only option is to swing in at just the right moment, and wrap us both up to avoid the impact." _

From the top of the Manhattan Bridge, there was nowhere to go but straight down. Gwen never thought for a moment that Harry would drop her, actually drop her, and try to kill her. But all those thoughts were replaced with one thing….Peter. The boy she loved, the boy that had to avoid her to comply with her father's selfish promise, the boy that she would never stop loving. _"No, this isn't how it should end. It CAN'T end this way." _Her mind focused on him, and only him. Quickly losing consciousness, it was becoming harder and harder to focus, in the darkness of the night, all she could see were the lights of the skyline reflecting on the river's cold water.

All Peter could hear were the shouts of civilians trying to catch a glimpse of what was happening, and the insane cackling of his best friend turned killer flying away, back to whatever pit he came from. He would deal with that later, but for now he tried to drain it all out and focus on the one thing that mattered, getting down to Gwen. _"500 feet left, I've gotta do it now!" _He thought, but another voice inside him screamed, _"No! It's still too high. Wait just a little longer, you can do this Parker. She's Gwen, your Gwen, you can do it." _And so he waited, streaming through the air at an alarming speed. Finally, when he reached only about 200 feet above the water and he was about 100 feet below Gwen, he shot a web straight up to the support beam on the bottom of the bridge, and as the cable straightened after reaching its mark, he swung in her direction, ready to catch her.

As she finally was about to pass out from the shock of falling so far, the last thing Gwen Stacy saw before losing consciousness was a dark silhouette racing towards her and a silver stream enveloping her entire person, she felt Peter crash into her, and all went black.

"Gwen, Gwen don't worry, I've got you, we're gonna be fine." Peter desperately tried to cover them both in a web cocoon that would absorb the impact blow from the water. _"50 feet….30…..20….10…." _

**CRASH!**

If you've ever heard a dive from a high point, a rock, or maybe a diving board, you know that from a fair distance, the impact can sound like concrete, and feel like it too. The web cocoon absorbed the blow from hitting the water, but shattered upon impact as they went down. Gwen was out cold, and it was up to Peter to get them both to safety. He grabbed Gwen and swam furiously towards the surface, and soon as he broke the water, he made for the first bit of land he could find. He quickly pulled her up onto the rocks, pulling off his mask, Peter tried to keep her heart going. "Gwen, come on, stay with me. You're gonna be fine, I told you. We're gonna go to Oxford. You'll be a famous biochemist and I'll continue fighting crime, we have a plan, you can't die yet!" His words became sobs. "I promised your father, and I broke that promise. I broke that promise!" He slowly resigned himself to her death when he saw no breath.

Suddenly, it all came rushing back. The lights, the sounds, she felt life again. Gwen woke up on the rock next to Peter, watching him and listening to his incoherent sobs at her death. She sits up as best she can and puts an arm on his shoulder.

"Whoa there, Parker," She's trying to catch her breath in between sentences, "I'm not dead yet."

"Gwen, how did yo-.." He stammers trying to clear his eyes "I thought you had….I saw…"

She kisses him with more love and passion than ever before.

"I know what you thought, and I'm here to say I'm not going anywhere."

They stare at each other for a moment. Of course, they both had thought the other was dead for the time being, and so it was like they were seeing each other's ghosts, and they couldn't have been happier. Peter embraces her for what seems like an eternity, out of view of the bridge, Gwen stays the night in Peter's arms on the rocks. Wondering what could possibly be next. Going to Oxford with him? Staying in New York with him? Wherever it was, she knew she would be with Peter Parker, always.

As the sun came up, Gwen wakes and sees a look in Peter's eyes that says he hasn't slept all night. He was keeping watch over her.

"Good morning." She says as she kisses his cheek, which is still beaten and bloody from the battle the night before. He doesn't notice she's awake unil she kisses him, and he looks down at her and smiles.

"You do realize you might want to shower, right?" A small smile escapes his lips as he quips to her, "Because you smell absolutely terrible."

Of course, she knows it's one of his childish jokes she loves so much, and she returns just as quickly, "You're one to talk, and I think you have just a little dried blood on your face." Referring to the left side of his head, which was covered in blood that had since dried from last night.

"Well, then I guess we both oughtta fix this, don't we?"

Just then, she snaps back into reality. _"Mom, the boys, what the hell are they going to think? There's no way they didn't see the television last night. They're probably scouring the city thinking Spiderman kidnapped her along with that goblin-thing" _

"Don't worry, it'll be fine. Going home, I mean" Peter reassured her, he always seemed to know what to say, even if he really didn't. "Of course, they might be a little pissed you spent the night with their friendly neighborhood Spiderman, but I'm sure they'll get over the initial shock eventually."

"Peter, seriously, what are they going to say? They had to have seen what happened last night. They must think I'm dead by now, and-"

He cut her off with another kiss.

"Gwendolyn Stacy, everything will be fine. Do you know why? Because I love you, and I'm never leaving you, ever. Everything that happens now, we do together, understand?"

She tries to contain the mix of fear and happiness welling inside her as she looks at him and takes in his promise. All she can do is nod to indicate that she understands.

"Alrighty, I guess it's time we got you all cleaned up and brought back to your family, whaddya' say?" Peter asks as he's standing up. He motions to her to grab onto him, they're about to go on another adventure, she knows it. Nothing could have been better as he pulled her in close and kissed her, before putting on his mask and jumping up and across the street, latching onto a nearby bank. Before she has time to process what's about to happen, he shoots a web to the next building up the street and suddenly they're soaring through the streets.

"This!" Gwen shouts above all the traffic and normal sounds of the great city of New York, "This I could get used to!" She can't tell but Peter's smiling like an idiot underneath that mask.

_It's the start of a new path, for both of them._

* * *

**_Don't worry, this isn't the end. I hate one-shots, no offense to anyone who likes them though! This will be a full on story I'm hoping. Time is something I haven't had in the past year or two, but I'm graduating in the morning, and I'm hoping that frees up a lot of time to write. Review guys! Let me know what you liked, what you didn't, and what you guys would like to see. I write for myself, I write what I like to read, but I'm always open to suggestions from people!_**

**_God bless guys and PLEASE go see The Amazing Spider-Man 2 in theaters, please do, it's a fantastic film. _**


	2. Chapter 2

**Hey guys, so I really wasn't expecting all the reviews and follows that I got within the first 12 hours. Seriously. Everyone says it, but I feel so humbled by this. I really just want to write a story whee Peter and Gwen do have a happy ending, no matter how much crap they go through together. And yes, there will be even more crap. This is a little shorter, I know. I just got home from my graduation ceremony at Liberty University, a total of 17,000 people in my graduating class...absolutely insane. But anyways, enough of me, here you guys go! Review and let me know what you all think!**

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_**1 week later….12th avenue….7:30 p.m.**_

"So, England?" Peter takes a bite of gelato and looks at Gwen questioningly. A week ago, he was ready to drop absolutely everything and move with her to England, to spend the rest of his life with her. But now, things were different. In the span of one night everything had changed drastically.

She looks back and him and those big brown doe eyes. She can't help but smile, even after everything they had been through only a week before. All she can say however is, "England.". She had almost forgotten about the previous plan to move to Oxford and study her passion, biochemistry, and sharing life with Peter, her Peter. That was before the near-death experience that came in the form of Harry Osborn, however. "Peter, I-"

He cuts her off in that nervous, cute way she always loves.

"I was thinking the same thing! We could-"

"Exactly, we wouldn't have to worry about-"

Somehow without even finishing their own sentences they know the decision they've made, to stay in New York. It's too dangerous to leave now, to leave the city in such suspense and terror, and they don't even know it yet. Harry would come back, and something told Peter that it would be soon, and worse than before. Even though he didn't quite understand how anything could be worse than nearly losing Gwen….with the exception of actually losing her. He shuddered at the thought of it, and quickly put it to rest. He quickly changed the subject. "So, since we'll be staying here, what about Empire State? It's a well enough school, you could continue your studies without missing a beat, except maybe OsCorp.."

"What about OsCorp?" She looks at him confused. Can she really give up this amazing opportunity? Of course she's had a few run ins with trouble recently, but it was a great asset to Peter. "I can't give that up, you need someone on the inside, I can get information easily." Peter gives her a strained look, she knew she wasn't making this easy for him, she never would.

"It's enough that Harry's turned on us, I couldn't bear it if he came after you again. He'd know EXACTLY where to find you, and-" He can't finish the thought.

"Peter, I'll be fine. Harry's disgraced, he can't get back in short of blowing up the door, and by then, you'll be there to help. Right?"

"Of course, bu-"

"Then it's settled, I'm staying at OsCorp while we're at Empire State."

"We?" Peter hadn't given much thought to college life. He barely made it through high school, would he really be able to finish college with all this crap going on in life right now?

Gwen looked at him like he had just grown another eye. "Yes. We. If I have to stay here where it's safe and enroll in Empire, so do you. It's part of life, Peter. What happens when all this is over? We need something to fall back on when…." Gwen trailed off, the thought of marrying Peter was one that constantly ran through her mind lately.

"When….?" Peter looked at her with those sarcastic, expectant eyes. He noticed her cheeks turning as red as his suit.

Gwen quickly took another bite of gelato, hoping to hide her embarrassment, to no avail. Peter knew, he always knew what she was thinking it seemed. She watched him grin with that stupid boyish grin of his.

"Oh, I get it!"

"Oh, do you now?"

"Of course, you think you'll end up being the lucky spouse of your friendly neighborhood Spider— CRAP!"

Gwen smacked him in the eye with gelato to try to end the embarrassment before it got any worse. "Oh I'm sorry, did I catch you off guard?"

Peter laughed slightly while clearing his eye of the freezing, sticky substance. "Sometimes I hate you, you know that?"

"Why? Because I can catch the amazing Spiderman off guard and blind him with gelato? Sounds like some skill to me."

He couldn't help but smile. She really was amazing, in every way imaginable.

* * *

_**Ravencroft Institute for the Criminally Insane….around 2 a.m. **_

"Ahhh, Mr. Fiers….so wonderful to see you again."

The man in the hat barely acknowledged the greeting, and simply stated, "I want to see patient 00378. Now."

Doctor Lorne knew better than to argue. Immediately he opened the requested cell door. He didn't understand why Mr. Fiers insisted on these late night meetings with Osborn, he was just an insane little brat with severe multiple personality disorder. One minute, he was his semi-normal childish self, the next he's darting around the room cackling like a demon screeching about a goblin. "Damn fool." He mutters under his breath once he's alone.

Gustav Fiers steps into Harry's cell. He seems to be dormant for now. "So, I have good news and bad news. Which one would you like first?"

"Just tell me." Harry doesn't turn around, just staring at his warped reflection in his cell's broken mirror.

"Well, the bad news is that Stacy girl is alive and apparently plans on sticking around OsCorp a while longer, the good news is, Spiderman's staying too."

"Anything else? What about our earlier discussion?"

"About the team? How many did you have in mind?"

Harry's eyes narrow. "Let's keep it small, 6 at the most. I don't want them eating each other."

"Fair enough, I have one candidate so far, Aleksei Systevitch, he's more than willing to join up."

"Good, get him out and load him up then."

"Where do we get what we need? I'm sure you can't just make it appear out of thin air boy."

Harry chuckled, "No, everything you need is already at OsCorp. Like I said, get him out and get him loaded up." He felt it coming back….he…._IT_…was taking over again. He felt his hair stand up on the back of his neck and his face contort again, oh the pain it caused him.

Gustav knew it was time to leave, that thing was coming back. As much as he disapproved of the kid sometimes, seeing this….monster….take over him like it did was just painful.

Harry's last words before he's lost for the night, "Special projects, you'll find it….all….THERE! AGH!" and in a second, he was gone. The goblin was back. Banging on the bars, darting from one side of the room to the other, cackling maniacally. There was no amount of pain the doctors could inflict that would stop him.

"Come out spidey….come out, come out, wherever you are! **IT'S TIME TO HAVE SOME FUN!**"

Gustav Fiers walked out the door, leaving the demonic voice behind him. His time would come soon, but not yet….Not yet….

* * *

_**OsCorp Tower…..3p.m.**_

"It's about time!" Gwen couldn't believe it, for months her department had been working on a breakthrough idea for a theory on curing the loss of brain cells in humans, specifically in alzheimers patients. Actually taking the suggestion from an example Peter used months ago when he first visited OsCorp, to use the Zebra fish's cells which have the power to regenerate at will, to transfer that into a human's body, without much side effect.

"Well thank the universe for Miss Gwen Stacy!"

She knew that forked tongue voice anywhere. Alistair Smythe, the lead researcher in her department, and the only man she had to answer to, also happened to be the creepiest and very jealous of her and Peter. With an exasperated voice she replied, "You don't even know what just happened, do you?"

"No, but I'd very much like to..." He stares at her with an uncomfortable smile that Gwen has come to loathe more than almost she had to tell him.

"Well, you remember my team's theories about the Zebra fish's genes being used for healing purposes? I finally cracked the last equation that could keep the genes stable enough without deteriorating or destroying the host body. This could be huge, absolutely huge!" She was too excited to notice the look of complete disdain on Smythe's face.

"Well, that's great Gwen, but remember how I told you all to scrap EVERY cross-species genetics project since the Connors incident?"

"Actually, you told us to keep go-"

"I said nothing like that," Smythe lied to keep up appearances. In fact, OsCorp hadn't gotten rid of hardly any of the cross-species genetics projects, they had just been dug into the ground for the time being. And Smythe was the one in charge of keeping them running under the radar, evidently not doing a good enough job. "Miss Stacy, the next time you deliberately disobey your superior and then proceed to lie about it, you can forget about a future in OsCorp. Got it?"

Her fists were tense. If Peter were here right now she would actually let him blow his cover just to see Smythe punched across the room and bloody. She manages to squeeze out a simple "Understood." before turning around quickly and heading back to her cubicle in the main office.

As Gwen entered the main office, she noticed the giant television screen turned to Metro News 4, and of course, Peter was plastered all over. Her Peter. Of course, this time it wasn't the usual crappy philosophical debate on whether he was a hero of the people or a menace ravaging the great city, it was footage of a battle taking place. In Times Square. She could never understand how they rebuilt so quickly after the incident with Electro, which practically destroyed everything within 10 blocks of the square. Yet, there he was, swinging building to building, dodging bullets, rockets, and…cars? _"What in the hell…." _Gwen thought to herself before the camera panned over and suddenly she noticed the culprit. Not only was it a mechanical rhino suit, but something about it was strangely familiar…it looked like something OsCorp had designed over a year ago, before the Lizard catastrophe forced them to abandon the cross-species genetics research. All the data and material was destroyed, or so they thought. And yet there it was, a giant slap in the face to her and her colleagues. She turned her attention back to Peter who was still dodging the massive rhino's projectiles. The thing was keeping him on the move, but it would eventually run out, it had to, right? Before she even had a second thought, Gwen was rushing down the hall to the elevator and was out the door sprinting in his direction.

* * *

_**Times Square...Same time.**_

"Whoa there beastie! Down boy!" Peter was trying to make the best of what seemed like an impossible situation. This guy was a giant mechanical rhino….how hard should it be to fight a mechanical rhino? _"Apparently a lot harder than it sounds"_ He thought to himself. That's when he noticed, it had stopped firing. The thing finally jammed. Finally it was his turn. Jumping onto the nearby police car, it was time to turn it around.

"Listen up, fake…rhino…thing! I just have a few things to say before this all goes down. First of all, your costume is terrible, you should be ashamed, real rhinos can't fire rockets! What were you thinking man? And second, a rhino? No, seriously. A RHINO? Could you NOT think of anything more intimidating? A scorpion for instance? Maybe a giant bird of prey even! But a rhino? You must not have been very popular in school, were you?"

He's drawing a crowd, _"Why do I always draw a crowd? Oh yeah, I'm Spider-Man. Crap."_

Suddenly, the rhino stands up on two legs, the horn moves up to reveal a cockpit with a man inside. The cockpit opens.

"Hello Spider-boy! Remember Aleksei? He remember you!"

Peter rolls his eyes underneath his mask. _"Again?" _These villains are getting a bit repetitive.

"Oh come on, you again? Seriously dude? Okay this isn't gonna work, either you're walking back into that cell, or I'm throwing you in myself. It's really all up to you, honest Mr. Rhino!" His sarcasm permeated the mask greatly, it was wonderful at times. This time...not so much.

Of course, the cockpit closes, the horn goes down, and the rhino's on all fours ready to charge.

Peter's prepared for this, in fact he was kind of hoping this would happen, it's been a couple weeks since he's had a good fight. "Alrighty, apparently this is your final answer. Let's go!" He actually comes to regret those words when out of nowhere two missiles fire from the sides of the rhino. "Oh come on! Not even fair." Peter shouts, "_Now would be a great time for that whole spider sense thing to kick in!"_

Just then, he feels everything slow down, his eyes are drawn to the nearby pothole, those things are solid steel, if he can get a hold of it, it just might be enough to deflect the two missiles. As Peter returns to reality, he knows what to do. He shoots two strings of webbing through the holes of the cover, and pulls with all his strength. He jumps off the car into the air, and spins to the left, deflecting one missile into the sky, and detonating the second, though the cover provides a shield. Still in mid-air, he spins one last time to bring himself closer to the rhino, and as he comes around again, he smacked the tip of it's horn and sent it flying into a nearby Starbucks. Rushing over the the downed rhino, he pulls the horn up and releases the cockpit. "You really just HAD to pick this way, didn't you? I mean seriously, why do bad guys ALWAYS pick the hard wa-"

Suddenly, Peter felt a sharp pain in his chest, he looks down to see Aleksei has stuck him with some sort of electronic weapon. He feels his entire body seize up and collapse as the tip of the weapon disengages and lodges itself inside his sternum. Hyperventilating, he feels as though all the air inside his lungs is being drained by this caustic parasite.

He sees Aleksei lean over his paralyzed body, he grabs Peter by the throat and whispers in his ear, "Ahhh, you thought Aleksei was done? No, no. Aleksei is no done with you, boy. Soon you will meet others, yes. You will forget what it means to be hero, and when we are done with this city, you die." Just then, he climbs back into the rhino suit and, while shooting wildly to keep the cops and civilians at bay, escapes down the back streets, and he is gone.

* * *

Meanwhile, Gwen arrived on the scene just in time to see Peter drop. It took every muscle in her body to keep her from running out to him. To stay and watch him writhe in absolute agony, and not do a thing in public. Just then, as the cops are closing in on him, Peter manages to break free of the paralysis for a short time and escapes around the corner of the nearest building. She knows where he's going….home. And she has to meet him there.

* * *

**So...yes. I'm going a little more into the Green Goblin like in the comics, as in the insane, borderline demonic approach the writers took to the spirit of the Goblin. I feel like it really turns Harry from a teen-angst filled insane maniac to something so much more complex. So prepare for more depth on him...and soon enough the Sinister Six will come about, I've just gotta build it up right. If you don't know who they are, I suggest you close this tab and go read your Spider-Man lore. NOW. Also, one last thing. This chapter used to split in two shorter ones, but I figured I like when I read stories that even though they have less chapters, each one is long and full to the brim with content, so I mixed the two together!**

**Don't forget to review, everything helps a lot. Let me know if there's anything you guys would like to see happen. God bless!**


	3. Chapter 3

_**Hey guys! Here I am with the official chapter 3! I don't know if any of you read the original 3rd chapter for the very short time it was released, but since 2 and 3 were short, I decided to combine the two into a longer, more full chapter. Here's actually the longest chapter I have so far. I hope you guys enjoy and update 4 should be on the way within the next 24 hours! (I had A LOT of time to write today, I wrote over 5,000 words in the span of 3 hours hahaha) Enjoy guyy, and I'll see you after!**_

* * *

Peter tumbled through the window of their apartment, swinging through the city with a parasite electrocuting your body isn't the easiest thing in the world, in fact several times Peter thought it would be better just to let himself fall and die. At least then the pain would be done, but he couldn't do it. His eyes darted around the apartment, his vision blurred, Peter knew he was on the verge of losing consciousness, but he had to get rid of this thing. He had to destroy it, but it was too late, he lost feeling in his body, he fell backwards, breaking the dining room table in half. He needed help, he needed Gwen.

Then, at the perfect moment, she burst through the door. With his last semblance of vision and hearing all he could make out was her holding him and yelling in between sobs "Peter! It's gonna be okay, I promise you. You're not going to-"

And it all went black.

Peter woke up after what seemed like seconds, in his own bed. The first thing he saw was the silhouette of Gwen against the sunlight in the window. She was asleep next to him, as if nothing had happened. He could barely remember a thing, until he took a breath and tried to move. A pain worse than anything he'd ever felt shot through his chest, he looked down to see himself in one of his sleep shirts, but something was different. He pulled the shirt up to his chest and undid some of the bandages, and he saw it. Parts of his suit were still burned into his skin, the spider logo was half visible, and slightly to the right of his sternum was a black hole where that thing had burrowed into his skin. After the initial shock he looked around the room to see the evidence of what had happened. Bandages, copper wiring, what appeared to be a car battery, and the shredded remains of his latest suit, all strewn across his bedroom. He turned his head to his left and kissed Gwen's forehead. She had saved his life. Not only did she overload the thing and destroy it, but it was very likely she also jumpstarted his heart again. There was no doubting it, he was dead for a while. Suddenly he heard a voice whisper in his ear.

"Wha-? Pete-? Peter? Peter!" Gwen threw her arms around him in excitement, forgetting everything else, even the immense pain he was in. She was just happy he was alive again. Two days before, when she found him in the middle of the living room, paralyzed and dying, she didn't know what to do but hold him, and pray he would live. After a few moments she noticed what the thing was that was doing it to him, it was electric, that's all she needed to know. Immediately she ran to the closet, where they kept a car battery and some other supplies they needed to ground Peter's web shooters and equipment, just in case. She hooked it all up and turned up the power all the way, and soon as she touched the cables to Peter's chest, the parasite exploded out, leaving a hold burned into it. She was always amazed at how fast he could heal, something that would kill a normal human he could simply shake off as if it was nothing. This time, however, it seemed to be working against him. His whole chest was burned and sizzling, and naturally his body began to heal, trapping part of his suit inside the skin. She had to cut off what she could. Trying to stay calm through the tears and grotesque sight before her, she managed to cut out about 70% of the suit that was burned in, but part of it, including the spider emblem, was trapped, and it wouldn't be coming out any time soon.

"Hey you, how long was I-"

"Two days."

Peter was shocked, he hadn't slept that long in years. Of course, he was also dead for a little bit as well. "TWO? Holy crap, what even- what even happened?"

Gwen looked at him through tear filled eyes, she didn't want to relive it. She was just overjoyed he was alive. "It doesn't matter now. You're here, and that's what matters."

Peter tried to move, but he could tell this was going to be a bit difficult. "Agh! Crap."

"Can you breathe okay?" She tried to make sure Peter didn't need to go to a hospital. No, that wasn't even an option. It would be basically giving themselves up to the NYPD.

"I'll be fine, I guess no more…no more..,Spider-Man for a while…huh?" He shot out between rapid breaths, trying to fill his lungs as much as he could.

"You're right. That's not happening, not for a while. But I'll be right here with you. Every day."

"I would love that….agh….but I need to know what that thing was. Is it still somewhat intact?" Peter had to figure out what it was and where it came from, and if he could, how to prevent this situation from happening again. Since Gwen was still at OsCorp, he figured she might be able to get to the bottom of it, because he had a bad feeling that's where it came from.

"I think so, I can take it to the lab tomorrow and run some tests on it, if you want."

"That would be perfect actually. But for now…I need some food. I'll heal completely….agh…soon enough I'm sure, it just might take….a couple days….agh." Peter was drifting back to sleep, much needed sleep. He had hoped Gwen would stay with him, something he shouldn't have even bothered to wonder.

"Then I'll stay right her with you until I go tomorrow. I'm not leaving you again." His eyes were perfect, even in pain. She kissed his lips for the first time in days. "Get some rest, I love you."

"I…love you too. Always…."

* * *

_Gwen didn't know how it came to all of this. Two years ago, she was the top of her class at Midtown Science High School, her nose always in a book, always the perfect student. She could have had any guy she wanted, in fact all the guys wanted her. Flash Thompson, Eddie Brock, you name it. There was always one boy that she never quite understood though, Peter Parker. Whenever she tried to talk to him, he never could hold a conversation with her, he would always stammer and make some excuse about having to leave. She thought he was just being rude, and yet it only added to the mystery. She always wondered who he really was, and she never knew, until one day. _

_ She remembered it so clearly, sitting in the courtyard of her high school on a table, reading a book. Out of the corner of her eye, Gwen thought she spied a camera, and heard a shutter click. She was right of course, and the boy behind it, none other than Peter Parker himself. She walked over to him as he was fiddling with the camera. __"You wouldn't happen to be taking pictures of me, would you?"_

_Of course, he tried to stammer his way out of it. It was actually kind of cute once she realized that he actually had a crush on her. What's more, it wasn't until she found him standing up to Flash Thompson later that day that she realized….she liked him back. Watching him stand up for a younger kid, and even getting brutally beaten, she realized this was a boy worth fighting for, because to him, everyone was worth the same. _

_ Now, in the present, she shares an apartment with Peter. Going to sleep with him, waking up to him, eating with him, spending her off days and free time with him, totally in love. Most days, she__'s kept busy at OsCorp, leaving at 7 a.m. and coming back around 6 p.m., it was the ideal lifestyle. Of course, not everything was absolutely perfect. Her boyfriend being Spider-Man and all, he would frequently leave in the middle of the night and sometimes wouldn't end up coming back until after the sun rose. She knew it couldn't be helped, that the city needed Peter, and he needed her. And she would always be there waiting for him. _

* * *

Eventually, they woke up, Gwen helped Peter move out of bed and onto the couch. He was healing, definitely, but after a couple of days, when it should've been unrecognizable that he was even hurt, they both started to realize that the scars may be permanent, or at least very long term, though neither of them would admit it. The first batch of tests she ran on the device confirmed what they already suspected. It was a small bug like creature that was designed as almost an EMP for the body, it's function was to overload the victim's bodily electronic functions, and eventually cause death. As Gwen dug a bit deeper, she discovered the only way to get what they needed was to get a new access key. Just then, she remembered the one Dr. Connors gave her when she became head researcher. Of course, they could've taken it away after the incident, but it could still be active. _"It's worth a shot." _She entered the key in the console, and found that surprisingly it still worked. After enough searching she found that, of course, the bug was part of the "abandoned" Special Projects division. She started putting together some of the pieces in her head. _"So…this weapon came from Special Projects….along with the Rhino suit. Whoever is doing this, it they have unlimited access. I've gotta warn Peter." _

This revelation was infuriating, not only did this mean that Alistair Smythe was either involved somehow, or too much of an incompetent ass to see what was happening right under his crooked nose. Before she left, she made sure to take pictures of some of the Special Projects schematics and files she found. If she tried to print or access them in any way, she was sure to be found out, as shown by last time when she tried to access Max Dillon's files without authorization.

After getting what she needed, Gwen calmly got up from her desk and made her way to the elevator. The amount of guards stationed since the Harry Osborn and Max Dillon episodes was ridiculous. It was like a private army stationed in the middle of New York. Of course, that also meant it was one of the most secure places, safe. But not for her. The safest place was the small apartment she shared with Peter. She knew that no matter what came next, he would keep her safe, no matter how much was thrown at them.

As she exited the subway near their apartment, she heard a familiar voice.

"Gwen? Gwen Stacy! Wait up!"

She recognized the voice of the one and only Flash Thompson. He was a jerk in high school, always beating up on kids, including Peter. Though he always had a soft spot when it came to intelligence. He was a smart guy, very smart, but he never let it show. He thought it was weak. Nevertheless, she turned around to greet her old acquaintance. "Hey Flash! Good to see you, how are you?"

"Pretty good, actually. I'm at Empire State now, trying to get into the Criminal Justice program."

Gwen was actually impressed. "That's wonderful Flash, I always knew you had it in you, honestly."

"Thanks, I appreciate it. By the way, how's Parker? Last I knew you guys were living in Manhattan, still working out?"

She knew he didn't mean anything by it, he resigned himself long ago to the fact that she and Peter were in love. "Yeah, yeah we're in the city now. Both of us are actually at ESU too, I'm biochemistry and he's photography."

"No kidding? Sounds awesome, we've gotta all hang out sometime soon, even Mary Jane's back in town!"

"MJ? Really? I thought she was off to LA…" Mary Jane was Gwen's best friend in high school, she was the compliment to Gwen, the one who took the guys off her case so she could study and keep top of her class. She hadn't seen her since graduation, when she announced she was taking off to California to become a movie star, apparently it didn't work out.

"Yeah, she's working on a theater degree now, wants to be on Broadway and all that. But anyways I gotta head out, hit me up on Facebook and we'll all get together soon. Tell Parker I miss seein' him!"

"I will, bye Flash! Nice seeing you too." She actually meant it for once. After high school it seemed like everyone leveled out, all their hopes and dreams that were above and beyond suddenly got brought back down to earth, all except hers and Peters. It was a blessing, really, and nobody had any idea. _"Enough reminiscing, I have to get back. I don't have time." _Gwen brought herself back to the present. Yet another thing nobody had any idea about, was that she and Peter were the only two that could stop whatever was happening.

* * *

**_Well, here we are, laying the ground work for what's about to come. I hope some of you liked my little introduction into Gwen's thoughts and the little flashback. I figured it would be a nice romantic touch through all the weird crap going on. I'll be focusing a lot on Peter and Gwen's lives together, but soon, some real crap is going to hit the fan. And it all starts in the next chapter :)_**

**_God bless guys and thanks for reading! Please review, criticism always helps!_**


	4. Chapter 4

_**Here's chapter 4 guys! Hope you all like it. You get a little more insight into the next member of the Sinister Six, and you get some romance from Peter and Gwen, so it's a win all around! As always, I'd appreciate it if you would review and let me know if there any mistakes I missed or something you really would like to see more of! **_

* * *

_**Ravencroft Institute for the Criminally Insane…midday…..**_

"The Rhino did as planned. I was afraid a mobster like him wouldn't be able to handle it, but I stand corrected." Fiers had watched everything unfold from afar. He had always preferred it that way.

Harry formed the smallest smile across his thin lips. "Good. Let's start on the others. Any more takers?"

"A few. One of them, Mac Gargan, is a failed OsCorp experiment. An attempt to recreate the Spider-Man. They tried to infuse him with the power of a scorpion and turn him into a spider hunter, but they just ended up driving him insane. For some reason he's hellbent on bringing down the whole city to find the boy.

"I think we can fit him in. Where is he?"

"Actually, he's here in Ravencroft."

Harry's eyes narrowed a bit. "Then get him ready. Anyone else?"

"Adrian Toomes is one that caught my eye. A former scientist obsessed with birds, he tried unsuccessfully to build his own flight suit and defeat Spider-Man. Back in the Special Projects vault I noticed a wing suit, I figured he'd be another one to start with."

"Then what are you wai-" Harry felt it coming, the voice inside his head screaming to be let out.

_"Come on, damnit! You know you want to have some fun...hahahahahahahahahaha!"_

"NO!"

It was happening again.

Fiers was on his last leg, the kid needed to find a way to keep his "other half" in check. "Damnit. You need to get a hold on this…thing."

Harry burst up from his seat, eyes glaring daggers into Fiers', he watched as his eyes began to glow bright green.

"Don't you think I've tried?! How the hell do you think it feels to have two different people living inside you? Agh!"

"Well we better find a way, otherwise I'm not going to be able to get you out."

And with that ultimatum, Gustav turned and left Harry to his transformation. Remembering Norman, and the promise he made. "I told you I'd take care of him. That'd I'd help him, but only as long as he suited my needs. He better learn to control it or else that time will be up soon. Very soon."

He rounded the corner of the hallway into the high security ward where Gargan was being held. This was the section of Ravencroft that was completely shut off from most everyone on the outside. This is where they kept the most physically capable and dangerous patients. _"Perfect place."_ Fiers thought to himself.

As he opened the cell door to Gargan's chamber, he noticed something was off. There were no guards stationed in the room….or at least not anymore. Suddenly he felt something watching him, and he looked up just in time to see Mac jumping down from the ceiling, pinning him to the floor.

"WHO THE HELL ARE YOU? YOU GOT FIVE SECONDS OR I'LL-"

"I'm the man who gave you the offer. Without me, you don't get your freedom back. Remember?"

Gargan's eyes widened as he let up off of Fiers and helped him to his feet.

"Damn, sorry. Been a bit jumpy lately."

"I can tell. Let's go."

Gargan followed Gustav out of the room into the hallways. He couldn't believe he was free finally. And this guy just walked wherever he pleased, no one tried to stop him. It didn't feel right.

"Are you ever gonna tell me what this is all about? I gotta right to know." Gargan always jumped at the chance to wreak some havoc, he just wanted to know why the hell some guy in a fedora suddenly decided to bust him out.

Gustav stopped suddenly and without turning to face him, simply uttered one word. "Spider-Man."

Mac's lips pursed. This was it. The real deal. "Then lead the way, fancy man."

* * *

_**OsCorp, Special Projects Vault….later that night…..**_

"Okay, so what the hell are we doin' here? I thought we were havin' some fun!" Mac Gargan was shaking with excitement at the prospect of drawing out and killing the little spider kid.

"All in good time, Mr. Gargan, just follow me. You'll want to see this." Fiers opened the door, and the 6 vaults around them opened. The first held the flight suit Harry stole all those nights ago when he first took the serum that drove him insane. The second held a winged flight suit, the next was what appeared to be robotic octopus arms, and after that, was what they were here for. What appeared to be a green body armor suit from the front, with a giant scorpion tail protruding from the back. "So, are you ready for this?"

Mac's eyes widened a bit, he wasn't expecting this. "So, this thing's mine?"

"If you survive the bonding, yes. But I'm fairly certain you will. Ready?"

He was already inside entering into the suit while Gustav was talking. "You betch'your ass I'm ready. Let's get this started!"

"Very well." Gustav walked over to the vault console to monitor the bonding process. Once the two were together, the suit would be compatible with his DNA only, he could enter in and out of it at will, and it would enhance any abilities he already had as well as provide healing treatments to a lesser extent. "This might be a bit painful at first, but if it works, you'll have all the power in the world."

The process began. From all the major joints and parts of the suit, the limbs, the chest, and the head, small needles injected themselves into Gargan's body. It was combining itself with his DNA, it was becoming a part of him. The process was absolutely excruciating to watch, let alone experience, but Fiers was pleased with the results thus far. The suit would no longer just be an exo suit, it would be an extension of his body, unlike the Rhino suit.

"AAAAAAAAAAAAGGGGGGGGHHHHHHHH I FEEL IT. IT'S…..ALM- ALMOST…THEREEEEE AAHHHHHHHH!" Gargan's screams echoed off the walls, and if the vaults hadn't been sound proofed and so far underground, everyone in the city would've heard him.

Finally, it was done. Mac's body relaxed, and he almost fell over, if not for his tail catching him. It felt natural, suddenly. Like this is who he was mean to be. "Well boss, I'd say it worked." He wasn't just Mac Gargan any longer, he was the Scorpion.

A small smile escaped Gustav's lips. "I'd say so as well. There's something you should know also. You're not the only one."

" 'Scuse me?"

"You're not the only one I've contacted. Right now we have one other….associate….in the field. Aleksei Systevich. He's taken to calling himself the Rhino. You'll both be working together, along with any others we bring in."

"The Scorpion and the Rhino….sounds good. Where's he at?"

"You'll just have to find him yourself. And make sure you don't take the back roads, either. We want the city to know who you are. If you understand, that is."

Scorpion smiled, "Oh I got it. Time for some fun…" And with that, he decided to test his new found abilities. "Hey boss, this all solid rock?"

"I believe so. Why do you ask?"

"You'll see." All of a sudden, hit tail erupted with a caustic liquid substance all over the wall, after the hissing and smoke had ceased, a large hole was burned in the solid rock.

"Some of the strongest acid in the world, developed by OsCorp of course. Hydronoxide Corosis." Gustav informed him. "Have fun."

"_2 down….3 to go….." _He thought to himself. As soon as he was sure he was alone, he turned to the 6th vault, opening the door and stepping inside.

"Hello, my friend. Your time will come soon, I promise."

Fiers was addressing none other than the frozen corpse of Norman Osborn.

* * *

_**Peter and Gwen's apartment...**_

A week after the Rhino's attack, Peter was healing slowly. He was still having some trouble breathing, and the scraps of his suit burned into his skin were still visible, but the hole in his chest was closing up little by little each day. Finally, he had a break from Spider-Man, from everything in fact. He hadn't left his and Gwen's apartment since it all happened. It gave Peter a chance to slow down and figure things out, as well as it brought him and Gwen some much needed time away from everything. She had the month off of classes so that she could take care of him, under the guise that Peter had broken his leg and was completely immobile. What a perfect woman she was, she could save his life, lie when she needed to, and even hack one of the most secure buildings in the entire world. If he didn't know any better, he'd say she was made for him.

"Hello there Mr. Parker." Gwen snuck behind him on the couch, trying to get the jump on him, but she still never could.

"Oh yeah...you caught me...oh!" Peter feigned surprise like always. And like always, she smacked him in the back of his head.

They had an interesting relationship at times.

Gwen laid down on the couch, propping her legs up over Peter's. It was these moments that she loved. Just being with him made her the happiest woman alive.

"Gwen, we've got to figure out what to do next. I can't just stop being Spider-Man forever."

She had almost completely forgotten. He still had another life, a life of serving the city, of protecting the innocent. "I know, Peter, I know. It's just..."

"I know you don't want this to happen again. I know. But isn't there a way we could improve the next suit? Ground it somehow?"

Gwen pursed her lips. "Your next suit? It's a bit early to be thinking about that, isn't it? I mean, it could be weeks before you're ready to go out again."

"Gwen, even if it takes a while, I need to start working on it now. Like, right now. I've already got some ide-"

"I can't do this right now Peter. I just can't." Gwen shot up from the couch and hurried to the window, looking across the city skyline. She couldn't bear the thought of losing him, this time ACTUALLY losing him. "Peter, if you go out there before you're fully healed, you will die. Do you hear me? You will die. And I can't take that." She actually started to cry, something that didn't come easily to her.

He followed her to the window, and put his arms around her waist. Between kisses on his neck, he reassures her. "Calm down, hey, calm down. Gwen, look at me." He turned her around to face him and brought her eyes up to meet his. "I am not going to die. Not now, not tomorrow, not in a month. As long as you are breathing, so am I. Have you ever known me to break a promise?" Just then, his mind drifted to George Stacy, Gwen's father. He promised the man that he would leave her out of his double life, and eventually he had to break that promise. "Before you say anything, don't answer that question."

Gwen couldn't help but let out a laugh. Somehow, she knew in her heart that Peter would never break his promise. He never has before, and she knew he wouldn't start now. She leaned up and kissed him, while tracing the edges of the bandage on his chest. "I love you, I always will."

"You sure about that? Because I've been known to be a pretty big idiot at times, according to some women."

"If you're talking about me, I mean it in the nicest way possible. Now, let's change that bandage. To the bathroom, now."

* * *

Peter dreaded the bandage changing. New bandage meant more antiseptic fluid, which meant more burning like acid.

_"Damnit." _Was the only word that came to mind and Gwen unwrapped the blood stained white gauze from his body. He watched as the half visible spider logo came into view. It was a constant reminder of his closest call with death, and it gave him new purpose.

"Do you think it'll ever go away?" Gwen asked, not looking up from her work, but focused on cutting the new bandage wrap. She glanced for a moment at his chest in the mirror. She was used to him bursting through the door or open window covered in blood and bruises, but this was different. It was more permanent, and it was one of the only things she's never been able to fix when it actually mattered.

"What, the spider? Maybe, maybe not. Hard to say. Honestly, I think it'll catch on. Give it a couple weeks and who knows, you might even find this new battle scar sexy."

"Do you want me to burn you with this stuff on purpose?"

That was the worst threat anyone had ever given Peter, some of the most excruciating pain he had ever felt in his life. "No mo- I mean Miss Stacy!" He quickly shot back at her.

Gwen finally looked up at him with the face that said he better take it back "Uh uh, so what was that again?"

"Oh, nothing, don't worry. Please continue with the torture, I mean, medical attention."

It was time to apply the antiseptic formula and wrap the bandage on him again.

"Okay, hold still, and here's a towel to bite on." She put the towel in his mouth before counting down so he would be ready for the pain. "3...2...1...here goes!"

"NYAGGGHHHHHHHHH!" Peter screamed through the towel. He had survived gunshots, falls from the Empire State Building, and no small amount of poisons, and this...this topped them all just about.

"There! All done! Now, would you like a lollipop?"

Peter tried to stand up, but fell right back onto the chair. This whole "Taking it easy" thing was getting annoying.

"Watch...Watch out Stacy, you just...might find yourself in a situation you can't get...get out of." Peter managed to quip back at her between short gasps of air.

Gwen didn't know if she should challenge him or not, considering what he just went through, but she couldn't resist. "Or what?"

Obviously he had been saving his strength, because in an instant they were on the couch with Peter on top of her. "Or this might happen."

She couldn't help but smile and laugh, something that Peter loved all too much. "Only if you have the energy Peter, I don't want to tired you out too quickly."

Peter loved being challenged. "Oh no? You wanna bet?"

* * *

_**So...things are heating up a bit more. We'll see Scorpion in action in the next chapter! I also figured it might be a good idea to check up on how Peter's healing. Be prepared also, the Sinister Six may be forming, but not all at once. Who knows, it may take months...even years before all is said and done...**_

_**Anyways, I'm back home now, back to work and other crap, so my updates may be a little slower. But I promise, I'm not letting this story go. Not for the world! A couple of important, and I mean important, details are going to come to light in the next 2 chapters, so get ready. **_


	5. Chapter 5

**Phew! Here's chapter 5 guys, I'm taking a moment of silence after publishing this one. It's a bit on the darker side towards the end, but I hope you all still enjoy it!**

**Here you go.**

* * *

**Starbucks...downtown...noon**

"Dude! I had no idea you worked at the Bugle, that's gotta be sweet, taking pictures of Spider-Man and all." Flash was surprisingly interested in his life, after all, he was going into criminal justice, so Spider-Man was a hot topic. Still, he felt like he had a friend in Flash, even after all the torment.

Peter couldn't believe he was catching up with people from high school, but he really couldn't believe he was catching up with Flash Thompson and Mary Jane Watson. Flash bullied him all the way up to senior year, and Mary Jane rejected him more times than he could count during freshman year. Of course, after high school, things seemed to level out. "Yeah, it's hard though. You never know really when he's going to show up unless there's an idiot in a rhino suit or some wacko riding a hover board, you know?"

"But he gets paid good money, thank god Spider-Man pictures are in demand, otherwise that tool Jameson would be ripping him off big time." Gwen added. "And how're things with you MJ? I thought LA was your big dream?"

Mary Jane's lips pursed a bit. "Yeah. So did I. But I found out there's no theater crowd there, it's all boring movie stars. New York is where it's at! Besides, they could use some hot young talent like moi."

They all had forgotten how confident she was. Even in high school, she was always talking about how famous she would be one day. Peter figured living in Queens with an abusive father would do that to a girl, but he had always kept that secret safe, even from Gwen. "So, Flash. Criminal justice, really?" They all laughed. "I mean, I'm all for it and everything, but I just never would've pegged you for that."

"Yeah I know man, it's crazy. One minute you're beatin' up guys in the school parking lot, no offense Parker, and the next you're in Iraq helplessly watching a buddy of yours get blown to hell." Flash never liked talking about his tour, even though it had turned him around, it was still scarring. "I dunno dude, after that I just wanted to help people, ya know?"

Peter knew exactly what he was talking about. He put a hand on Flash's shoulder. "I'm proud of you man, you've come a long way."

Flash smiled, "Thanks Park- Peter. I appreciate it."

"Well, I think we should head home Peter, I've got my fall exam in the morning, and Dr. Oaks is my least favorite." Gwen was never one to be late for a test, and that didn't change in college.

"Well, we gotta do this again soon guys. Here, lemme give you my number man" Motioning for Peter to give Flash his phone, he passed it to Mary Jane so she could do the same.

"Seriously! I've needed some good friends since I got back, you have no idea. Maybe we can have just a girls' night soon?"

Gwen smiled at the thought. She had actually never had one of those, outside of going to dinner with a couple of the female researchers at OsCorp. "That sounds great, MJ. We'll keep in tou-"

Gwen's sentence was drowned out my the crashing of police cars and screams closing in from a distance. Something was wrong, and coming their way.

"Guys, what's going on?" Mary Jane latched on to Flash and wouldn't let go.

"I dunno," he replied. "They're running from something, maybe we should follow."

Just then, a car flying towards them hit the pavement in front of Starbucks and slid into the patio where they were sitting. Peter immediately jumped to push them out of the way. "Move!" As soon as they were safe he stopped the car before it could do any more damage. Gwen was by his side in an instant. "Look, you've gotta get them outta here, it's not safe! I've got to figure out what this is, just, get as many people as you can out of here and get home. I'll meet you there!"

She took his face in her hands, "Listen to me, Peter. You have to come back to me, promise!"

"Gwen, I'll be fi-"

"I want you to promise me, Parker! Now!"

"I promise."

* * *

After ditching the normal clothes in a nearby alley, Peter made his way up the street to the police road block where the local officers were trying, unsuccessfully, to pin the Scorpion down. He, very nonchalantly, took a seat on one of the cop cars. Taking a megaphone from one of the officers, he quipped, "Oh come on, another animal? What, do you guys have a whole mechanical zoo stashed away somewhere?", of course, a scorpion was a little more intimidating than a giant Russian rhino, but still.

Gargan's eyes narrowed, finally he had his chance. " 'Nuff talking kid! Let's get this straight, I'm gonna kill you, then I'm gonna kill everyone you've ever known, and then this city's gonna burn. You got all that?"

"Oh, I'm sorry Mr. Scorpion sir, can you repeat that one last time? It didn't sound nearly menacing enough, have you been practicing your lines in front of a mirror? I find that helps quite a bit actually!" Peter was trying to get him angry. He knew that when these guys got angry, they got sloppy. Of course, that's what he had hoped would happen. Apparently not.

"That's it! Time to kick some ass! You ain't seen NOTHIN' like this yet!" He bellowed as he charged toward Peter, picking up the police car he was sitting on and throwing it straight in the air. Peter had jumped off and landed some 40 feet away, and the Scorpion seemed to plan ahead. As soon as the car came back down, he swatted it with his massive tail, sending it flying straight at Peter.

"_Phew…for a giant mechanical moron, this guy moves fast._" He was trying to catch his breath when he noticed the incoming car. "Ah crap! He just keeps coming!" He cursed under his breath while dodging the car. _"Thank god for spider reflexes!" _ He thought to himself. His chest started to burn again, the pain was back. He was sure he would be losing feeling in that arm soon with all the moving around, but he had to keep up appearances, he had to look strong for the city, and for Gwen. "Oh come on man! These good taxpaying people paid for that car! And that's how you pay them back? For shame, Mr. Scorpion, for shame."

"Gah, shut up!" Gargan charged again, this time ready for the kid's movements. He punched left, then right, then faked a sweep kick, but instead used the force of his tail to come down on him. He missed, stabbing straight into the concrete with an ear piercing scream. "AGHHHHH!"

"_Ahhh…..so this guy's strength….is also his weakness….good to know." _Peter was forming a plan in his head to use his own tail against him. He just had to get the drop on him somehow. _"If I can just…got it! I'll make him chase me. There's no way he'll be able to keep up, and I can circle back around and catch him off guard. Perfect."_ It was now or never, he had to get him away. He switched to the electric webs, taking a few shots at his chest to keep the guy occupied.

"Oh Mr. Scorpion man-sir! Look, this is fun and all, but why don't we make this a little more interesting? If you can catch me, I'll go quietly. But you've gotta catch me first!"

Before he could hear a protest, Peter took off through the skyline, with the Scorpion in tow on the ground. His plan was working, he just had to stall him a bit more. "I can lead him up…west 23rd street, there's that back alley that'll be…agh…perfect" He felt his chest burning again, the plan was going to work. It had to work. If it didn't…no. It would. He had no choice. Finally he made it to the alley, and climbed up over the building in the back, waiting to strike.

Finally Scorpion caught up with him in the alley, hoping he'd cornered him. "Alright kid, I gotcha now. Ain't no hiding anymore." But it appeared to be empty. He searched all the corners, under every dumpster, and nothing. No Spider-Man. Just when he was about to give up, he heard the very faint sound of feet behind dropping to the concrete him. He was quiet, he'd give him that. "Nice try kid. You're good, but not good ENOUGH!" He yelled as he lunged his tail backwards and heard a shredding sound followed by a scream.

Peter felt all the blood rushing from his shoulder. He looked down to see the scorpion stinger stuck into the bone. Suddenly, he felt a burning sensation, he realized something was being injected into the wound...acid. The horrific pain from his suit being burnt off his arm, and his bones being eaten way, Peter was near death. _"I...can't believe it. It didn't work..." _It was unbearable, to the point where death would've been a perfect release. "No, it can't…end. Not….right….now….ugh…hsss agh!" He could barely speak through the pain. Peter thought of Aunt May, who would be completely alone after today. And the city, who would defend it? These attacks wouldn't stop with his death, they would get worse. And finally, he thought of Gwen, the love of his life, and the woman he had planned on proposing to in the near future. That was it, the last straw. He had to live. He would live.

"Oh, this is sweet. They said I couldn't do it, and I did. I killed Spider-Man. I'm gonna be a hero, you'll see!" Gargan couldn't have been happier. The reason he was created, his sole purpose in life, was about to be fulfilled.

"No…agh….no you didn't. You nev- never….will."

"Face it kid, there's nothin' left. I've won!"

Peter's eyes narrowed, the timing had to be absolutely perfect, and he had to muster every bit of strength he had left. "I said…**NO!**" And with a yell he ripped at the stinger, thrashing in every way he could, slowly tearing it apart from the tail. With the stinger ripped off, and ignoring the immense pain spreading from his right arm, Peter pulled it out of his body and thrust it forward, straight into the heart of the Scorpion. Before he could even register the pain of losing his tail, he was on his back, at the mercy of the "kid" he had come to kill. Peter pulled the stinger out and stabbed him once more before realizing what he had done. He acted out of defense, his own instincts, and they led him to kill this man.

* * *

"Peter…? Peter! No- oh my Go- what happened?" Gwen was horrified and scared at the sight before her. He burst through the door, his suit in tatters, a gaping hole in his shoulder and blood splattered on his mask. He didn't say a word. "Peter, please talk to me…" She was crying now. Peter dropped to his knees in front of her as she crouched to catch him. Pulling off the mask he put his head in her lap and sobbed uncontrollably.

"I….I killed him Gwen. I killed him." He couldn't believe what he had just done. The fear flowing through him that had given him so much strength, now took it all away,and left him hollow inside, he felt dead. "I didn't have a choice. I was- I was going to..."

"He...he was going to kill you." Gwen was now sobbing with him. "You had no choice Peter."

He couldn't get the image out of his head. "I still- I see him." and He remembered Uncle Ben, he would always say to him, _"Peter, you always have a choice. No matter what the situation, or the pressure, it's always your choice to either do the right thing, or the wrong thing."_

Peter looked up at her, with eyes like a child's. "Have I...Did I do the right thing?"

"You didn't have a choice, Peter… please...I...have to clean you up," she could barely hold it together for him. "and dress the wound, otherwise you won't live. You- you have to get up. Please." But he wouldn't get up. He stayed in her lap and cried, all night long. She stayed with him, crying with him and comforting him. Neither caring about the blood all over the living room, it didn't matter now. What mattered was his sanity.

* * *

_**Ravencroft Institute for the Criminally Insane…2 days later….**_

Harry's eyes seethed with loathing.

"What the hell do you mean it's over? We're not done yet damnit!"

"Listen! I told your father I would keep you safe as long as you were of use to me, and that no longer applies. With Gargan dead, and I found out Adrian Toomes committed suicide last night, you're back to square one. And I don't have time for this shit anymore!" He was done. They could have achieved so much, but Fiers knew that Harry was no longer going to be useful. His time was up.

Harry forced himself on Fiers, slamming him against the concrete wall with his hand over his throat. "Give me one good reason why I shouldn't rip your throat out right fu-"

Before he could finish his empty threat, the tables had turned with him on his back to the floor and Fiers with a foot on his neck. "Because you're not a man. You're a child. A deranged, selfish child, who will spend the rest of his days rotting in this pit. We're done here."

And before he could blink, he was gone. He was alone. Well, almost.

"_Hmmm….so he's gone now? No matter. We can still do this. As long as you listen closely, and for your sake, please don't start banging your head against the wall again, it made me sick last time." _

Harry was at his wit's end. No, beyond that. He was done with it all, sanity, morals, all of it. Maybe it was time to let his curse run free.

"Okay. What did you have in mind?"

"_Oh, now that's what I like to hear…."_

* * *

**Alright guys! Did you enjoy getting to catch up with Flash and MJ? You'll see them again soon, don't worry. Also...getting a little darker here towards the end. Peter just directly killed a man for the first time, with his own hands. He has to come back from that, and he will, don't worry. There's a lot more story to come!**

**As always, please review guys, I really want hear from you all! What you like, what you don't like, all of it matters to me!**

**God bless!**


	6. Chapter 6

**Hey guys! So...I know some of you might be pissed at me for not updating for a long time here. I know it's frustrating, but after a little while, I kind of lost my touch. I hit a wall randomly while writing this chapter, and I just could not figure out what to write for the life of me! But I guess better late than never right?**

* * *

Peter awoke to the soft sound of Gwen's soft breathing on his chest. He turned his head slightly and checked the time on his phone. _"2:30? Jeez. Twelve hours felt like nothing." _Turning his head back around he looked down at Gwen's face, so calm, so at peace. Peter wished every night could be like this. Through all the fighting, the danger, _the death. _She must have noticed the change in his breathing pattern, because in an instant she was awake and looking him in the eye.

"Well, morning." She smiled.

"Morning? It's 2:30." Peter then remembered, he fell asleep on the floor, how did he get into bed? "Um, by the way, how did we get here?"

Gwen looked puzzled. "What, here in bed?"

Peter nodded.

"You don't remember taking a shower with me? I cleaned you off and stitched your shoulder up."

"Really? I don't remember anything past falling on the floor. Was I pain?"

She smiled, "Peter, you're always a pain."

Peter kissed her forehead and she dove her head into the contour of his arm. "Only for you. Let's get back to sleep."

"Good…" Gwen yawned in the middle of her sentence. "….idea. Sorry"

"No worries, I love you."

"I love you too. Always. " She replied. With that, Gwen drifted back to sleep.

"Uhhhhhhh.." Gwen groaned as she woke to the sound of her phone vibrating on the nightstand. She picked it up in a huff. "Do you have any idea what time it- Oh hey mom!" Her tone suddenly changed after learning it was her mother and not some friend. "Oh sure, Peter and I would love to come over on Saturday. Sounds great, love you too!"

She closed her phone and turned back over to Peter, he was still asleep. It was the only time she ever saw him so peaceful.

So many near-death experiences, so much fighting. Sometimes it all became a bit much, but it was moments like these she held on to.

* * *

The dreams were getting worse. Every night was the same...

_She woke up to the sound of scraping, though Gwen didn't know where it was coming from. Looking at her phone, she saw the time said 3:04. In her mind she knew this happened before, and how it ended, but she couldn't keep from going through with it every night. Cautiously she slips out from under Peter's arm and out of bed. Walking towards the bedroom window, she notices the scraping has stopped. Slowly she pulls the curtain back and is met with the eyes. Good god those eyes...and the cackling_

_"Hehehehehehehe! Won't you come out and play with us?" The half human, half demonic voice screams at her as the dream cuts out. _

* * *

"Gwen! Gwen it's me!" Peter's shouting over Gwen's sobbing trying to calm her down. "I'm here, Gwen, Gwen I'm here, just-"

"Peter, it's...I can't...it's horrible. I can't take it." She looked at Peter, her eyes red and puffy from crying. "Every night, I can't help it."

"I know, I know you can't. Look, we're going to get you some help, okay?" Peter was serious. Whatever it took, they were going to beat this. He brushed her hair out of her face and behind her ear. Looking into her beautiful green eyes, the look said it all. "I love you."

"I just, I don't want to sleep now." It was the truth. Gwen really didn't want to fall asleep again, she was too scared. She just wanted Peter to hold her all night.

"Well I'll stay up with you then." He laid back down in the bed, and pulled her into him. They laid entwined in each other's arms, facing one another. Peter's arms encircling her, and Gwen's hands on his chest, they simply looked into each other's eyes, not saying a word, until they eventually fell asleep for the night.

* * *

_A few days later..._

Gwen sat on the couch of the apartment, stretched out across the couch in black sweatpants and an Empire State University sweatshirt with the faint blue light of her laptop reflecting off of her green eyes. She had been trying for over an hour to finish the stupid essay on freshman biology her professor assigned. Being an ESU student wasn't challenging, just annoying. She knew all of the biology materials, but she had to _prove _it to everyone else. The dark orange evening sky illuminated the room through the windows. She brushed a lock of hair behind her ear, and heard a familiar sound. She knew the sound anywhere...webs slinging. Peter was home early from work.

She watched as the deadbolt turned and Peter practically fell in the door, fumbling with the keys trying to pull them out. "Well I wasn't expecting you so early!" She got up from the couch to greet him.

Peter looked at her with that manly-yet-goofy smile she had always loved. Even in the ratty skate shoes and worn hoodie, he was so handsome. Sometimes she became so comfortable in her time with him that she wouldn't notice, and other times where she would look at him and be struck dumb. He was all hers, and she was all his.

"Well y'know- What I mean is-"

She cut him off with a kiss. A deep, passionate kiss that said more in a single moment than an entire conversation. Peter kissed her back and then pulled away for a moment.

"Was that meant to shut me up?"

Gwen feigned a look of insult at the accusation. "Peter Parker! I would never..." She couldn't keep a straight face, and fell into laughter.

Peter laughed with her. "That's what I thought." Then he pulled her into him for another kiss, this time they didn't stop. Feeling their way back to the couch they fell down into each other.

Gwen loved him, more than anything she knew that. All of her emotion she put into action, words didn't matter anymore. Yes, being an ESU biology student was annoying, but being an ESU biology student _and _living with the man she loved so much was no problem.

* * *

As dawn came, and dawn gave way to noon, and noon gave way to to evening, Peter found his day off to be maddening. Gwen still had school in the morning and work until 6, so until then, he had nothing to do. Peter figured it would be as good a time as any to finish some of the biology homework he'd been putting off since Monday, but as he stared at the screen for two hours he decided he would BS his way through it the night before and still get a 90% as usual. Once it finally hit 5:30, Peter decided he couldn't stand it anymore. He would visit Gwen at OsCorp and whisk her off into the city nightlife.

He stepped out onto the sidewalk outside the apartment, and called a cab. "Taxi!" He whistled before thinking to himself, _"Wait...Why in the crap am I calling a taxi? I'm freaking Spider-Man..."_ With that he hopped back upstairs to eagerly change into the blue and red spandex he hadn't worn in days. It almost felt foreign in his hands since that day with the Scorpion...running his hands over the shoulder he expected to feel a giant gaping hole, but it wasn't there. It was as good as new. Gwen always took care of him, even when he didn't know it. After slipping on the suit and filling a backpack with normal clothes, he headed out the window towards OsCorp.

Peter would never have guessed that his life would revolve around OsCorp so much. But it did. The birthplace of all his enemies was here, but so was the love of his life. He couldn't ask her to give it up. He walked up to the receptionist, unfortunately the same woman he had lied to almost a year ago to get into the building so he could see Dr. Connors for the first time.

"Um, hi." No matter how many times he came here, Peter never could figure out how to talk to this lady.

She simply stared at him with an expectant look, she was used to men telling her exactly what they needed right as they walked up. Not this scrawny kid. "Welcome to OsCorp, how may I help you?"

"Uh, yeah, I- uh," Peter fiddled with his backpack as he tried to keep his train of thought. "Do you- do you know how I can get to, uh, the genetic research lab?"

The receptionist just stared him down as if to say _"You don't have clearance, now get out." _

"My girlfriend is Gwen Stacy, she works on that floor." He clarified before she had a chance to call security. "She's expecting me."

"Alright, no problem, genetics is on floor...36. Enjoy your time at OsCorp, Mr...?"

"Park-Parker. _Peter_ Parker." He stammered out as he walked towards the elevators.

* * *

Gwen was tired. No, tired couldn't even explain it. She was dead. For days now, she and her team had been working on what they thought was a breakthrough on a cure for Alzheimer's, only to have it fail again and the board shut them down completely. After everything that'd happened over the past month, she just wanted to get away from everything. From school, from OsCorp, from Smythe. She shuddered at the last one. Alistair Smythe was young, rich, handsome, everything a woman should want. Except he was insane, creepy as hell, and an arrogant, power hungry bastard.

She put her hair up in a pony tail, the universal signal for "I don't care about anything" days, and grabbed her empty coffee cup to refill it out in the hallway. As she stood at the coffee stand, she saw a tall, awkward form step out of the elevators in jeans and even a nice shirt. It was Peter. Her Peter. She turned around quickly and gripped her coffee cup with both hands, pretending not to have noticed him. Suddenly she felt two arms wrap around her, embracing her completely.

"So here's what's gonna happen. You're gonna pack your stuff up, and we're gonna- we're just gonna leave. We're going to dinner at that Korean place you love so much, then take a walk downtown, and watch a movie at home. No questions asked. Got it?"

Gwen smiled so hard she had to cover her mouth to keep from giggling like an idiot. She turned around and looked at him in disbelief. Gwen couldn't believe how much better her evening was about to become.

"Sounds...Sounds good! Let me just get my things and we'll get out of here!"

Getting out was certainly easier than coming in.

* * *

**Well here you are! I know this one's a bit shorter than previous chapters, but it's been about a month, and I'm trying to find my footing. So I pray that you'll cut me some slack. I hope you all enjoyed this chapter! I know some of you are also not too happy about the "False" buildup for the Sinister Six, but don't worry, just hold on for the ride! As always, please please review. I want to hear form you guys! I really do. **


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